Sixteen Legs Between Them
by morgana006
Summary: A Marvel High au tale. Otto Octavius is getting ready to compete with Peter Parker in the science fair, if only unnecessary things would stop getting in the way.
1. Octopoda and Araneae

Sixteen Legs Between Them

_Hi. Before you start reading, you should be aware of two things: First, this is an alternate universe high school fanfiction where I play with characters from across the Marvel Universe (not mine, I'm just borrowing it) and mess with ages and powers a bit. I might like writing about teenagers, but that doesn't mean I have to write about powerless teenagers. The second warning is that I have a fondness for slash. Among other things. _

_This chapter's extra wordy because I'm establishing a universe (even though it's the same 'verse as my Marvel High and Deadpool fic, you don't need to read it to read this one) and a character. _

_Hope you enjoy!_

--

The science fair was what Otto waited all year for. The other students could keep their dances and proms and football games, Otto had more important things to do. He was working on a project that would make even prize-winning physicists weep. By all rights he should already be in university by now, but the school had something against skipping more than one year. Which they wouldn't let their prize student, Otto Octavius, winner of the past three science fair awards, do because of a certain incident years ago. Get one black mark on your record and it all goes down... _Parker_ got to skip a year, however, due to him being a big blue eyed nerdy goody-two-shoes teacher's pet. That was back in middle school.

Peter Parker was Otto's main rival and competitor in the science fair. Well, _technically_ the projects were sorted by grades, and since Parker was a sophomore and Otto was a senior, that meant their projects weren't hindered by their respective competition, but that wasn't the point. Parker's project was the only one that could rival Otto's, so to him, that was the real competition, no matter what the judges would say. There were other highly intelligent students in the school, but they never seemed to take the science fair seriously. And besides, Parker gained his respect, unlike the others, even if he was younger.

It was a little less than a year ago, at the last science fair, where Parker earned his respect. Otto was walking among the brightly covered booths about growing plants and acid rain, somebody was being questioned by the principle because of the anarchist's cookbook there, and somebody had done a theoretical project about time travel there, the usual. But he was tired of looking at other people's projects, and headed back to admire his own, a small machine that was ten times more efficient with solar power for its size than any other remote-controlled bionic leg out there.

And there was Parker, the first time he met the then-freshman. He was looking closely at Otto's project, and he was holding a camera.

"Ah, no photographs, please," said Otto, coming up behind him.

"Oh! Is this your project?" asked the kid with the ruffled hair, "I'm taking pictures for the school paper, the Bugle? I just joined up."

The other boy adjusted his glasses nervously and looked sideways at the project before saying, "But then I got distracted by your project. Is the efficiency of the power consumption true? Your calculations are amazing!"

Otto was taken aback; this guy seemed to actually enjoy the science fair.

"Eh, yes, I tested it with two different power sources, and my new solar-powered version is much more effected, and sustainable, than the other power source."

The kid then proceeded to bombard him with questions about his project, and Otto was surprised by both his enthusiasm, but also his understanding of the complex science behind his project.

"Yes, 92 over 75, but -- say, who are you? You seem young for a student."

Parker looked surprised, but smiled and held out his hand, "Oh! I'm Peter, Peter Parker. I'm a freshman, though I'm a year younger than the other freshmen, but that's alright, right? So you're, um, Otto Octavius, right?"

"Ah, yes, that is my name, though I would prefer it if you called me Otto," he replied stiffly.

"Heh," said Peter, hiding a smile, "Has anybody told you that you talk like an old man?"

Otto blushed slightly, and said, "If you find my vocabulary inadequate…"

"No no, it's cool," said Peter, "So um, your project probably puts mine to shame, but would you like to see it?"

Otto looked carefully at the other student, as he asked, "You have a project?"

"Yeah, c'mon, I'll show you," said Peter, grabbing Otto's wrist and dragging him away.

Otto could only follow with a puzzled stare. He couldn't help but think this was the nicest anybody had treated him in high school so far, and, despite his reserve, couldn't help but like the younger student. Peter showed him his project (tiny little tracer bugs that could be tracked from more than a mile away using cheaper materials at a much smaller scale than other tracers) with great enthusiasm, and Otto was impressed despite himself.

After that, he and Peter retained an odd sort of half-friendship, more of an acquaintanceship, and a mutual respect. But now the science fair was approaching again, and with repairs to the school along with Otto's disregard with school rules about using the labs after hours, their relationship was strained. Peter didn't quite approve of some of Otto's methods, though he believed Otto was good at heart.

As for Otto? Otto wanted to win the science fair one last time before graduation. He planned to build four robotic arms that would be usual far past merely an award.


	2. Arachnophobia

Otto did not like Gwen Stacy, though he couldn't quite put his finger on why he didn't like her

Otto did not like Gwen Stacy, though he couldn't quite put his finger on _why_ he didn't like her. It wasn't because she was unintelligent, no that couldn't be it; she had high marks in science even though she didn't participate in the science far. And it wasn't because she was particularly mean to him; in fact, she mostly just ignored him.

Maybe that was it. She was perfectly nice to Peter, but whenever Otto went to talk to him, she'd wander off, or kiss him on the cheek and read a book, or just would talk with the minimal words possible.

She was popular, for a junior, and likeable, for a blonde that dated Peter Parker. Otto could remember about a month previously when they got together and they were snogging all over the school. After a bit they got used to each other, and their public displays of affection calmed down a bit.

This is what Otto was thinking about when Gwen came up to him during Lunch, just as he was finishing of his notes for his science project. She brushed her hair off her shoulder and smiled at him. Otto couldn't help notice how her skirt seemed to swish when she walked.

"Otto," she said softly, "What're you working on?"

Otto just stared.

She hesitated, and started nervously twirling a strand of blonde hair around her finger as she said, "Peter asked me to come talk to you. He's working on his project for the science fair, and says he's got a problem. Think you could help?"

"Ah," sniffed Otto, "Very well."

"Thanks," she said, and walked away.

Otto got up from the ledge he was sitting on and put his notes into his bag. He adjusted his round glasses and headed for the science lab.

He was mildly disappointed. He was hoping to be surprised by Parker's project on the day of the science fair, and didn't want to see it beforehand. But the day before yesterday, Parker found him working in the lab after-hours without permission, and had been a tad grouchy with him since. Otto didn't have many friends, so he was willing to help Peter out to try to patch up their friendship, even if it did mean seeing his project beforehand.

Spiders.

Those creepy, crawly, intolerable, members of the araneae family, darting across their little boxes with their legs flying everywhere, and their little bodies being lifted up by invisible thread, all the while hunting the unfortunate insects that happened to wander in.

What on earth did Parker want _spiders_ for?

"Otto!" said Peter, looking up from the other side of the case that held the spiders, "You came! Um, sorry about the other day."

"It is perfectly alright," said Otto, peering at the spiders from a safe distance, "Are these for your project?"

"Yeah," said Peter, "You wouldn't believe how hard it was to find some of these. I had to call in a few favors; Harry's dad actually helped a lot."

Harry Osborn and his father, Norman Osborn, were very wealthy. Norman owned the very large company Oscorp, and Otto was familiar with the science of the company if not the owner. Harry didn't like Otto very much, but the feeling was mutual.

"What are you trying to do?" Otto asked.

"Right now I'm trying to extract DNA," said Peter, "But I'm not sure how to do it without killing the spiders…"

Otto couldn't help but say, "Are you sure you want them alive?"

Peter looked surprised as he asked, "Oh, I'm sorry. Are you arachnophobic?"

"Not particularly," said Otto, "But I don't like them."

He really didn't like them. But he checked to make sure none had escaped, and started to suggest a way to get the DNA.


	3. Outlawry

Otto was in the labs after-hours again

Otto was in the labs after-hours again. He didn't mean to break the rules, but he had no desire to work at home. As for what he was doing, he was building small scale models, to test his theories. The chemicals he was working with were delicate, but necessary.

He paused, hearing a noise from the hall. If it was one of the teachers, especially one of the science teachers (even more so if it was Mr. Doom), getting caught would not be pleasant. He slowly crept up to the door and peered through the window.

It was Parker. This time, he didn't notice Otto's presence, and we were glad he didn't risk endangering their friendship again. He did wonder, however, what Parker was doing in the school after dark. Come to think of it, the last time Parker caught him in the labs after hours; Otto hadn't thought to ask what Parker was doing there anyway. Perhaps the boy was a hypocrite, which would irritate him a good deal. For some odd reason, the idea of Parker breaking rules brought a sour taste to Otto's mouth. It occurred to him that Parker probably had permission, which appeased Otto's temper, but did not stop his curiosity. After a moment's decision (and a glance at the clock), he packed away his project, put the lab tools in the sink, and then cautiously followed Parker down the dark hall.

Parker turned the corner, and slipped into the photography club's darkroom. Otto sighed with relief. Since he worked for the school paper, Parker probably had permission to use the darkroom. He felt a little ashamed at doubting Peter's intentions. With school, homework, the science fair, and his _girlfriend_, he probably didn't have any other time to work on his photographs.

It was getting late, and now that he knew what was going on, and having stopped working on his project, Otto regretfully decided to head for the house, hoping his father would have gone to bed by the time he got back. He headed down the dark staircase to the first floor when he heard gruff giggles.

"C'mon Flint, there's nothing here, let's go back," said one voice.

"Naw, we haven't found the spot yet," replied another voice.

"Don't be such a chicken, Hobie," said a third voice.

Not those guys, thought Otto, rolling his eyes. It sounded like, William 'Flint' Baker, Hobie Brown, and Robert Ferrel. If those guys were here, then the other members of their group, Tom Fireheart and Jackson Arvad, probably were too. Athletic, but not jocks, Flint's gang were troublemakers. Flint wasn't the brightest of the bunch, and while the other three were more intelligent, Flint knew how to drag them along for the ride. It wasn't always the case, they used to be nicknamed Silver's Outlaws, after Silver Sablinovia, but she had graduated last year, and without a leader, they turned to Flint.

Otto only knew them because Flint loved getting in his way. So the others usually followed. He really didn't want to know what would happen if they discovered he was there, so he turned around, intending to exit the school another way, and walked straight into Jackson and Tom.

"Oy, Flint, guess who I found?" called Jackson.

"Didja find the ghost, Jackie?" Flint called back.

"Even better," shouted Jackson, "It's your buddy, fat little Otto."

Flint, Hobie and Robert ran up from behind, and Otto found himself surrounded. He calculated the chances of him getting out of the situation without a beating, but being unwilling to fight back, he didn't like the odds.

"Ah, William, how nice to see you," said Otto, trying to keep his voice level and calm. Calling him William instead of Flint would be sure to irritate him, and it did.

"What're you doin' in the school this late, Otto?" asked Robert.

"Shut up, Rob," said Flint, "Now Otto, I don't think we've had a nice chat for some time, hows about you try to talk your way out of this one?"

"Leave him alone," said yet another voice, and they all looked around.

There stood Peter Parker, a sophomore standing up to two other sophomores, and three juniors to defend a senior. All at once, the situation seemed rather odd to Otto. Peter was holding his newly-developed photographs and his camera, and he adjusted his glasses as he gazed upon the scene.

"If it isn't Peter Parker, standing up to his buddy," said Flint, laughing, "You nerds gonna team up now?"

Hobie Brown, displaying a surprising strength in character, said, "We came to look for ghosts, not bully people. I'm going."

"Hobie!" cried Tom, "You can't leave now. Hobie!"

Hobie left, followed closely by Tom, and suddenly the odds were much better. Flint glanced at the two, and just as he opened his mouth, there was the sound of footsteps, and while unafraid of Parker and Otto, he didn't want to get caught by the teachers again, so he motioned for his friends, and left.

"See you next time, nerds," said Jackson, as a last word.

Mr. Rogers, the gym teacher, came from the other direction shortly afterwards, and stopped at the sight of Peter and Otto.

"Ah, what are you two doing here?" asked Mr. Rogers.

"Oh, Mr. Rogers," said Peter, "Otto and I were just on an errand. He was helping me develop photographs. They're for the school paper."

"Alright," said Mr. Rogers slowly, "It's getting late, though."

"We know," said Peter, "We were just leaving now."

"Take care of yourselves, boys," said the gym teacher, and left.

There was a pause, and the pair stood awkwardly where they were. Otto didn't want to meet Peter's eyes, but when he finally looked up, Peter was smiling embarrassedly.

"Thank- Thank you for covering for me," said Otto, "And for standing up for me. I appreciate it."

"It's alright," said Peter, "just remind me to thank Hobie later, okay?"

"Why?" asked Otto.

"I tutor him in Biology," said Peter, "That's probably why he didn't stay. If he did, and Mr. Rogers hadn't come at the right time, we'd probably be covered in bruises right now."

It occurred to Otto, that perhaps making friends would have more benefits than he previously thought.

Neither he nor Peter brought up the subject of what Otto was doing as they left the school together. Peter seemed to be in a gentle mood, and Otto didn't want to have to bring up something that would make the situation more awkward. Besides, he didn't want to make his friend angry.

_After this chapter, I think a couple of explanations are needed. For those who didn't recognize the new characters in this chapter, here's a brief explanation. Flint Marko, "Sandman", used to be called William Baker, hence 'Flint' Baker. Hobie Brown's "Prowler", Tom Fireheart is "Puma", Robert Ferrel is "Rocket Racker", and Jackson Arvad is "Will o' the Wisp" in the comics. I'm not really familiar with them, but I chose them since they all used to be in the team called the Outlaws, which were supervillains-turned good (I wanted the Sinister Six, but Doctor Octopus started that, and you can see why that wouldn't work). Mostly I just wanted to give Flint a gang. This fic will probably see at least brief glimpses of Spidey's Rogue's gallery, so keep an eye out for them, since they won' be under their supervillain names. Oh, and Mr. Rogers is Steve Rogers, aka Captain America. Mr. Doom is probably obvious._

_Oh, and thanks for the reviews everybody! – Morgana._


	4. Complementarity and Etiquette

It was going quite well

It was going quite well. The miniature prototype was working excellently, and Otto was pleased. He carefully worked on it during his lunch period, the sandwich his mother had lovingly packed left forgotten on the end of the table in the science lab, undisturbed except one large bite Otto had taken before he had been distracted by science.

It was then that somebody walked into his lab, disturbing his concentration.

"Aren't you going to eat that?"

"Excuse me?" asked Otto, looking up suddenly to see Peter Parker in the doorway.

"The sandwich," Peter repeated, coming into the classroom, "Your lunch? Are you going to eat it?"

Otto quickly took his prototype and stowed it into its box, his concentration slipping away by the unexpected interruption.

"Ah, no, you may have it."

Peter laughed and said, "No, I just… well, never mind. Are you working on your science fair project?"

"I was, until you came in," replied Otto.

"Oh I'm sorry," said Peter, "Did I interrupt? Should I leave?"

Yes. No.

"That is unnecessary, I will continue working later," said Otto, letting his bangs hang over his glasses so he wouldn't have to meet Parker's eyes.

"Not too late," said Peter.

Otto winced. He had said the wrong thing, apparently. He couldn't help it, he looked up. He was both relieved and disappointed to see that Parker wasn't looking at him, but instead looking around the lab.

His hair was soft and pretty-looking, for a nerd. It looked as if genetics and not pampering was what attained the look, as it was ill-kept and un-brushed. Otto almost put his hand to his own perfectly-combed flat hair.

This was no time to think about _hair_ of all things, Otto silently reprimanded himself.

"What's wrong?"

"My apologies, my thoughts were elsewhere," said Otto.

Peter smiled and said, "Your thoughts are _always_ elsewhere."

"That is because elsewhere is where the important subject matter is."

Peter's smile fell. Too late, Otto realized he had said the wrong thing again. This comment, however, was in need of abrupt repair.

"Are you sure you don't want me to leave?"

"No," said Otto, a little too quickly for his taste, "No, please don't. I am sorry. I didn't realize the implications of my statement."

Peter sighed, and said, "You know, more people would like you if you spoke… I don't know, younger."

"Younger?"

"Yeah, like more casually."

"Perhaps my diction is more formal than required."

"See what I mean?" said Peter, his smile back, to Otto's relief, "Calm down that extensive vocabulary of yours."

"I will try."

Peter laughed.

"You sounded so—_resigned_ there. Never mind, talk how you want."

"No, if you think it makes you distant, I will try to improve."

"It doesn't make _me_ distant," Peter said, "But then again, I actually know what the words mean. Bet you Flint doesn't understand I word you say."

"I expect not," said Otto, smiling.

"There you go, that's smile's less formal and very refreshing," said Peter, leaning forward and patting Otto's shoulder.

Otto felt very odd for a second.

A curious feeling, it would require—his thoughts were disturbed by the sudden ringing of the bell, and Peter picked up his bag and left with a wave. Otto was left standing in the science classroom, absentmindedly rubbing his shoulder until it occurred to him that he too needed to depart.


	5. Diplomacy

The crumpled up paper that had previously been a classmate's graded English test hit the back of Otto's head as he went up to the teacher's desk to get his own

The crumpled up paper that had previously been a classmate's graded English test hit the back of Otto's head as he went up to the teacher's desk to get his own. He would not dignify such an insult with more than just a glaring glance.

Mr. Xavier's voice was stern and cold as he reprimanded the student. Otto did not know exactly who it was but he didn't care.

His mark on the test was adequate, but he could not understand why it was not higher. He looked at Mr. Xavier.

"You perfectly comprehend the text," explained Mr. Xavier, "But…"

"What did I do wrong?" asked Otto quietly, glad that the other students had distracted themselves with chatter.

"You seem to have difficulty with the characters."

"Excuse me?"

Mr. Xavier sighed and said, "You understand the metaphors, the similes, the iambic pentameters, but you do not seem to care about the characters. They are just as important as the words. And this test _was_ about the characters."

His voice was kind, but Otto still felt a little restless.

"I see," he said, and turned to leave.

His thoughts were almost immediately occupied with his project. There was something missing in the plans. The robotic arms worked, but the control was shaky. If only he could somehow make the controls more intuitive, so the mechanics felt like extra limbs instead of…

"Oy, Otto!"

Not him. Not again.

Flint was leaning against a locker with a predatory grin and a distinct lack of _gang_. Otto tried to ignore him and walk past, but Flint seemed to desperately want to speak to him. Otto didn't understand.

"How's it going ol' buddy, ol' chum?" asked Flint in a falsely cheery voice.

Otto did not answer.

"Look, I'm sorry 'bout the other day. No more hard feelings, right? Right?"

"What do you require?" asked Otto, clearly stating that there _were_ hard feelings just by the tone of his voice.

"Ouch. Well, see, y'know, Mr. Doom's a hard shell to crack. And he says he's going to fail me in science unless I c'n make somethin' for the science thingy."

Otto stopped in mid-hallway, causing Flint to almost walk right into him.

"What?"

"Y'know, the science fair. The one that you're all obsessed about? That one. I have to make a project. What d'you think?"

"I don't know," said Otto, rolling his eyes, "Build a sandcastle. Leave me alone. Whichever you prefer."

"Can I do that? Build a sandcastle? Does that count as science?"

Otto wanted to clutch his face with his hands and moan, but he managed to get away with rolling his eyes again. He started to walk, a little faster this time. This—lump could not possibly make a decent entry for the science fair. His science fair.

But then he remembered what Parker had said about Hobie Brown. About how he tutored the kid, and made him reluctant to bully. Flint had been bothersome for quite some time, and since he was reluctant to fight, perhaps Parker's method would work.

"I will help you with your science project if you will leave me alone for the rest of the year," said Otto.

"Deal!" said Flint, without hesitation, "So, uh, what're we going to do?"

"We cannot simply 'build a sandcastle' if that is what you mean."

"I like sandcastles."

"It is not scientific."

"Then what is?"

What could this lump comprehend enough to do on his own without bothering him too much? Perhaps something to do with the desert, since he seemed to like sand so much. Ah, that would be easy.

"The environment."

"Huh? Like the hippies? What for?"

"Do a project on the environment. It is not difficult, and you would not need me unless necessary. Research and come back to me once you have a subject."

"Are you assigning me homework?"

"Yes."

Flint swore.

"Do not use such language, please."

"Can't you just choose something?"

"No, I am busy."

"Fine," said Flint, "Whatever. I'll ask Peter Parker or something."

Bother Parker with his project? No, that would not do. Parker had too much to distract him from the Science Fair already, what with a girlfriend and a newspaper, not to mention normal schoolwork. No, in order for Parker to have a decent project to compete against, he would need to concentrate.

"I will come with you to the library to help you choose something, but I will not stick around."

He would probably regret this, he was now certain. But it was done, and perhaps something good would come of it. He glanced at Flint. Maybe.


	6. Negative Feedback

Sorry for the repeats on the first sentence of the chapters

_Sorry for the repeats on the first sentence of the chapters. I'm not sure how to stop it, though, so I'll just beg you to forgive me. I'll take this opportunity to remind you that none of these characters are __mine; they're Marvel's, yadda yadda yadda, on to the fic! _

A few more adjustments and the prototype would be finished.

Everything was going excellently. Flint had stopped bothering him except in science-related matters ("But why can't I do it on the water cycle?"), Otto had moved his project into his garage, so Parker wasn't irritated by his disregard for the rules, and he had managed to get the materials through various cost-efficient means.

Otto, however, did not have time to make the adjustments at the moment, since he had to get to school. Instead he gazed happily at his project for a few seconds, and wrote himself a note on what needed to be done in time for the science fair (two days! He couldn't wait).

He walked to school; it wasn't far and he didn't have a driver's license (he thought there could be better ways of getting around). Sometimes he ran into other schoolmates on the way, but generally he liked the walk.

Today he ran into Harry Osborn, which baffled Otto, partly because Harry always got driven to school, and partly because it wouldn't have mattered except Harry had started talking to him.

"Hi," said Harry. It wasn't the nicest 'Hi' but the tone was polite.

"Hello…" said Otto hesitantly.

At first Harry didn't say anything. He was the only son of Norman Osborn (head of Oscorp), friend of Peter Parker, and general all-around dunce rich kid. Otto didn't understand why he bothered saying 'Hi' at all, until it turned out it was, in fact, about Parker.

"Peter's mentioned you a couple of times," said Harry, "But a lot recently."

"And you are concerned about this because…?"

"I don't know – wouldn't you be if your best friend started hanging out with the guy who stole your computer."

"You weren't using it."

Harry stopped and glared at Otto.

"I wasn't- you – god, you're so odd. I wasn't _using_ it? So you just decided to _take_ it? Jeeze, you need your head bent in."

Otto ignored the fact that Harry had stopped and continued walking, forcing Harry to jog a bit to catch up.

"You brought that laptop to school every _single_ day, and I doubted you ever turned it on. You only did it to gloat, and I needed one, so I took it. I fully intended to give it back to you after I finished using it."

"That doesn't give you the right to – you know what? I don't care. Do something like that to Peter and I'll – "

"Don't be ridiculous," snapped Otto, "I happen to _like_ Peter."

Otto so rarely used words without thinking of the consequences; he panicked slightly at the implications of the statement, causing him to loose some of his composure.

"Ah, what I – what I meant was – yes. Uh. I don't hurt my friends."

The construction of the sentence disturbed him further, and he shut up before his treacherous mouth could continue babbling.

Harry was looking at him oddly. "Right. Whatever. Just know that I'm watching you, okay?"

"I understand," said Otto, once he had regained some use of the English language.

As Harry took the opportunity to walk into the school (they had arrived during the conversation), Otto said under his breath, "I understand that you're a simpleton."


End file.
